17 02 09 - ARCA - Circularização_eng_rev_final

EQUATORIAL ENERGIA S/A
Corporate Taxpayer’s ID (CNPJ/MF) 03.220.438/0001-73
Corporate Registry ID (NIRE) 2130000938-8
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 17, 2009
1. DATE, PLACE AND TIME: On February 17, 2009, at the branch of Equatorial Energia
S.A., in the City of Rio de Janeiro, at Avenida Borges de Medeiros, nº 633 – Gr. 708 –
Leblon, Offices Shopping Leblon, CEP 22.430-041, at 10:00 am.
2. CALL: Call was waived in view of the attendance of all the members of the Company’s
Board of Directors.
3. QUORUM AND ATTENDANCE: The following members of this board attended the
meeting: Firmino Ferreira Sampaio Neto, Carlos Augusto Leone Piani, Gilberto Sayão da
Silva, Alessandro Monteiro Morgado Horta, Paulo Jerônimo Bandeira de Melo Pedrosa,
Celso Fernandez Quintella and Alexandre Gonçalves Silva. Mr. Marcelo Souza Monteiro,
representative of the members of the Company’s Fiscal Council, and the representative of
KPMG Auditores Independentes, Mr. João Alberto da Silva Neto, also attended the
meeting.
4. PRESIDING BOARD: Chairman: Firmino Ferreira Sampaio Neto; Secretary: José
Silva Sobral Neto.
5. RESOLUTIONS: The meeting started and was presided over by Chairman Mr. Firmino
Ferreira Sampaio Neto, who invited Mr. José Silva Sobral Neto to be the secretary, and the
following resolutions were approved by unanimous vote:
5.1.
After examining the Annual Management Report, the draft of the Independent
Auditors’ report and the Financial Statements related to the fiscal year ended
December 31, 2008, the members of this Board were favorable to the approval of
the Company’s Financial Statements, to be submitted to the annual general meeting;
5.2.
To approve the proposal, to be submitted to the general meeting, to allocate the net
income for the fiscal year ended December 31, 2008, in the amount of three hundred
This page is an integral part of the minutes of the Board of Directors’ Meeting of EQUATORIAL ENERGIA S.A,
held on February 17, 2009.
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eight million, nine hundred sixty-two thousand, five hundred four reais and eightynine centavos (R$308,962,504.89), which, after previous years adjustments in the
amount of nine million, six hundred eighty thousand, sixty-one reais and fifty-four
centavos (R$9,680,061.54), shall be distributed as follows: (i) fourteen million, nine
hundred sixty-four thousand, one hundred twenty-two reais and seventeen centavos
(R$14,964,122.17) to the legal reserve; (ii) two hundred two million, fifteen
thousand, nine hundred ninety-three reais and fifty-two centavos
(R$202,015,993.52), equivalent to 71% of the adjusted net income pursuant to
Article 202 of Law 6,404/76, to the payment of dividends and interest on own
capital (less taxes provided for in the applicable legislation) to the Company’s
shareholders, proportionally to the respective ownership interests; and (iii) eightytwo million, three hundred two thousand, three hundred twenty-seven reais and
sixty-six centavos (R$82,302,327.66), equivalent to 29% of the adjusted net income
pursuant to Article 202 of Law 6,404/76, to the reserve mentioned in Article 25,
Paragraph Two, items (iv) and (v), created pursuant to Article 194 of Law 6,404/76.
5.3.
To approve the proposal, to be submitted to the general meeting, to reduce the
Company’s capital stock, in the amount of eighty-two million, three hundred two
thousand, three hundred twenty-seven reais and sixty-six centavos
(R$82,302,327.66), without cancelling shares issued by the Company and keeping
unchanged the interest ratio of each shareholder in the Company’s capital stock.
5.4.
In view of the proposal approved herein in the previous item, to approve the
proposal to amend Article 5 of the Company’s Bylaws, related to the capital stock,
for it to be effective with the following wording:
“Article 5 – The Capital Stock is nine hundred five million, three hundred fortysix thousand, five hundred seventeen reais and twenty-three centavos
(R$905,346,517.23), divided into one hundred five million, six hundred thirtyeight thousand, thirty (105,638,030) non-par registered common shares.”
5.5.
To approve the vote to be cast at the extraordinary general meeting of Equatorial
Soluções S/A, a company controlled by the Company, so as to amend Article 3,
related to the corporate purpose of the aforementioned company, for it to have the
following wording:
“Clause Three:
This page is an integral part of the minutes of the Board of Directors’ Meeting of EQUATORIAL ENERGIA S.A,
held on February 17, 2009.
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The company has as corporate purpose:
(i)
the provision of electricity, telecommunications and data
transmission services, as well as the provision of technical, operational,
administrative and financial support services;
(ii)
the provision of services of electricity bill collection on behalf and
on account of third parties, and the transfer and/or receipt of funds, as long as
directly or indirectly related to the services provided for in this corporate
purpose, including, but without limitation, amounts related to any services
provided by third parties, the sale of any assets by third parties, any financing
granted by third parties, any donations and collections to charity institutions,
and subscriptions of newspapers and magazines, and it may issue collection
documents and carry out any procedures required for the effective receipt of
funds, receive the respective funds and transfer them to the beneficiary third
parties;
(iii)
the provision of technical services of operation, maintenance and
planning of third-party electrical installations, energy processes optimization
and consumers’ installations, including equipment acquisition and hiring thirdparty service;
(iv)
the provision of installation services of Electric Substations,
Equipment and Power Grids, including maintenance services to these
installations;
(v)
the provision of energy audit services, inspection and diagnosis on
the efficient use of energy and adequacy to the technical and safety rules;
(vi)
the provision of architectural lighting services, special lighting
installation in squares, monuments and events;
(vii)
the interest in other companies, as partner, shareholder or
quotaholder.”
This page is an integral part of the minutes of the Board of Directors’ Meeting of EQUATORIAL ENERGIA S.A,
held on February 17, 2009.
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5.6.
To ratify the following financial operations carried out by the Company, within the
scope of the “Geranorte Project”: (i) provision of surety, in the amount of twenty
million reais (R$20,000,000.00), pursuant to the Bank Credit Certificate entered
into on January 19, 2009 between the Company and Banco ABC; (ii) provision of
guarantee of capital contribution, in the amount of five million euros
(€5,000,000.00), pursuant to the Equity Support Agreement entered into on February
3, 2009 between the Company, Unibanco – Uniao de Bancos Brasileiros S.A.
(“Unibanco”) and Banco Votorantim S/A (“Votorantim”); (iii) provision of
guarantee, in the amount of five million euros (€5,000,000.00), pursuant to the
Standby Letter of Credit entered into on February 3, 2009 between the Company,
Unibanco and Votorantim; and (iv) grant of first-ranking pledge of the total shares
issued by Geradora de Energia do Norte S.A. (“Geranorte”) owned by the
Company, pursuant to the Instrument of Provision of Guarantees entered into on
February 3, 2009 between the Company, Unibanco and Votorantim. For purposes of
compliance with Article 16 of the Company’s Bylaws, the members of this Board
were favorable to the recording of the aforementioned guarantees.
5.7.
To approve the provision of guarantee, in the total amount of sixty-five million, one
hundred nine thousand, seventy-six reais (R$65,109,076.00), pursuant to the Surety
Bond Agreement to be entered into between the Company and J. Malucelli.
5.8.
To approve the call for the Company’s Annual and Extraordinary General Meeting
to resolve on the proposals approved at this meeting.
5.9.
To approve the drawing up of these minutes in the form of a summary of the facts,
pursuant to paragraph 1, of Article 130 of the Brazilian Corporation Law,
authorizing hereby the publication of the Minutes without the shareholders’
signatures, pursuant to paragraph 2, Article 130 of the Brazilian Corporation Law.
6. CLOSURE: There being no further business to discuss, these minutes were drawn up
which, after being read and approved, were signed by all in attendance.
7. ATTENDEES’ SIGNATURE: Chairman: Firmino Ferreira Sampaio Neto, Secretary:
José Silva Sobral Neto, Members of the Board of Directors: Firmino Ferreira Sampaio
Neto, Carlos Augusto Leone Piani, Gilberto Sayão da Silva, Alessandro Monteiro Morgado
Horta, Paulo Jerônimo Bandeira de Melo Pedrosa, Celso Fernandez Quintella and
Alexandre Gonçalves Silva. Member of the Fiscal Council: Marcelo Souza Monteiro.
This page is an integral part of the minutes of the Board of Directors’ Meeting of EQUATORIAL ENERGIA S.A,
held on February 17, 2009.
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___________________________________
Chairman
___________________________________
Secretary
Attendees’ Signature:
__________________________________
Firmino Ferreira Sampaio Neto
___________________________________
Gilberto Sayão da Silva
___________________________________
Alessandro Monteiro Morgado Horta
___________________________________
Carlos Augusto Leone Piani
___________________________________
Paulo Jerônimo Bandeira de Mello Pedrosa
__________________________________
Celso Fernandez Quintella
___________________________________
Alexandre Gonçalves Silva
__________________________________
Marcelo Souza Monteiro
Member of the Fiscal Council
___________________________________
João Alberto da Silva Neto
KPMG’s representative
This page is an integral part of the minutes of the Board of Directors’ Meeting of EQUATORIAL ENERGIA S.A,
held on February 17, 2009.
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